COMMERCIAL BANCSHARES INC /WV/
11-K, 1994-06-29
STATE COMMERCIAL BANKS
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<PAGE>
 
                   U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549




                                  FORM 11-K

[X]   ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE 
      ACT OF 1934 [FEE REQUIRED]
      For the fiscal year ended December 31, 1993

                                      OR

[_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
      For the transition period from __________ to __________


                        Commission file number 0-20232

A.    Full title of the plan and address of the plan, if different from that
      of issuer named below:

                         COMMERCIAL BANCSHARES, INC.
                        EMPLOYEE STOCK OWNERSHIP PLAN
                    (CONTAINING SECTION 401(k) PROVISIONS)

B.    Name of issuer of the securities held pursuant to the plan and address of
      its principal executive office:

                     Commercial BancShares, Incorporated
                              415 Market Street
                            Parkersburg, WV  26101
 
                                      -1-
<PAGE>
 
The Commercial BancShares, Inc., Employee Stock Ownership Plan (Containing
Section 401(k) provisions) is subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").  Accordingly, in lieu of the
requirements of Items 1-3 of this Form, the Plan is filing financial
statements and schedules prepared in  accordance with the financial reporting
requirements of ERISA.  The following financial statements, attached hereto,
are filed as part of the Annual Report:

     Financial Statements and Schedules
     ----------------------------------
 
     1.  Independent Accountants' Report
     2.  Statement of Net Assets Available for Benefits
     3.  Statement of Changes in Net Assets Available for Benefits
     4.  Notes to Financial Statements
     5.  Supplemental Information

                              Index to Exhibits
                              -----------------
<TABLE>
<CAPTION>
      Description                S-K Item 601 Table Reference       Sequential Page Number
      -----------                ----------------------------       ----------------------
<S>                              <C>                                <C>
Consent of Harman, Thompson,                 (24)                            3
  Mallory & Ice, A.C.
</TABLE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.

                                          Commercial BancShares, Inc.
                                          Employee Stock Ownership Plan
                                          (Containing Section 401(k) Provisions)


Date:  June 27, 1994                   By /s/ Larry G. Johnson
       -------------                      --------------------
                                          Larry G. Johnson
                                          Trustee
                                          Commercial BancShares, Inc.
                                          Employee Stock Ownership Plan
                                          (Containing Section 401(k) Provisions)
 
                                     -2-

<PAGE>
 
                        CONSENT OF INDEPENDENT AUDITORS



Administrative Committee
Commercial BancShares, Inc.
Employee Stock Ownership Plan
 (Containing Section 401(k) Provisions)
Parkersburg, West Virginia


          We consent to incorporation by reference of our report dated June 20,
1994 relating to the statements of net assets available for benefits of
Commercial BancShares, Inc. Employee Stock Ownership Plan (Containing Section
401(k) Provisions) as of December 31, 1993 and 1992 and the related statements
of changes in net assets available for benefits for the years then ended, which
appears in Commercial BancShares, Inc.'s  Form 11K for 1993.



                          /s/ Harman, Thompson, Mallory & Ice, A.C.
                              Certified Public Accountants



Parkersburg, West Virginia
June 28, 1994
 
                                     -3-


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